A Blog by Jonathan Low

 

Jul 4, 2011

Shopping For Trouble: Carrefour Acquisition Sparks Anger In Brazil


One aspect of the BRIC phenomenon that receives less attention than it should is the role of the government. State capital is playing an increasing role in Brazil, as it long has in China, Russia and India. The latest incident is rife with political implications. French retail competitors Carrefour and Casino (who are, in turn, competitors of Walmart)have battled over control of Brazil's Pao de Acuzar. Carrefour won, with the assistance of financing from BNDES, the Brazilian development bank. Casino had already owned a stake in PDA, so suspicion falls on the billionaire owner who did not want to surrendur further control. So who cares?

The larger point is that as the global economy continues to evolve, politicians will continue to succumb to pressure to favor financial power centers in their own economies, passionate paeons to the free market notwithstanding. This appears to be a particularly egregious case in which the nation's interest is difficult to discern, but global trends suggest this is neither the first, nor the last time such decisions will be based on other than economic considerations. JL

The Financial Times reports:
"When Marley Dias feels like treating herself, she walks two minutes up the road from her local branch of Carrefour to Pão de Açúcar, Brazil’s biggest supermarket chain. “The bakery section over there is to die for,” says the 73-year-old retired bank clerk, leaning over her packed trolley in a Carrefour store in southern São Paulo. “It’s for the elite; everything is more expensive than here.” However, Mrs Dias may soon have little choice about where she shops.

Last week’s proposal to merge Pão de Açúcar and Carrefour’s Brazilian business has sparked a vicious boardroom battle with Casino, Carrefour’s arch-rival in France and co-controller of Pão de Açúcar. But it has also raised antitrust and legal concerns in Brazil, posing one of the biggest challenges yet to Brazil’s new president, Dilma Rousseff.
In the wake of the financial crisis, the country has increasingly flirted with state capitalism, grooming “strategic companies”, such as iron ore miner Vale, to help defend national commercial interests as well as take on global competitors abroad.

However, the government’s decision to back the Pão de Açúcar merger with €1.7bn ($2.4bn) of public money from the equity arm of state development bank BNDES has prompted an unprecedented backlash from opposition politicians and the public.

Claims by Fernando Pimentel, Brazil’s trade minister, last Wednesday that the link-up with Carrefour would encourage the sale of Brazilian goods across the French retailer’s global network of stores were attacked by analysts.

Speculation has risen that BNDES’s involvement in the $14bn transaction owes more to the political influence of Abilio Diniz, Pão de Açúcar’s Brazilian partner, who opponents accuse of having engineered the deal to avoid losing command of the group in June next year when Casino has the right to assume voting control.

BNDES has also been attacked for backing a deal that is the basis of an ongoing legal dispute. Casino, which now holds a 43.1 per cent stake in the Brazilian retailer, is pursuing arbitration against the Diniz Group for allegedly violating their shareholder agreement by talking to Carrefour without its knowledge.

After the deal’s announcement on Tuesday, BNDES has twice released statements stating its commitment to the law and keeping negotiations friendly. At the weekend, it said explicitly that it would only finance the merger if Casino was still on board.

“We’ve seen more aggressive industrial policies in Brazil recently and the tentacles of BNDES have kept growing. But the government has really been caught off-guard this time by the public uproar,” said Christopher Garman of Eurasia Group.

After lending three times more than the World Bank last year, BNDES has come under public pressure to scale back its activities to help rein in rising inflation. The government’s growing interference in the retail industry has also raised concerns over the formation of monopolies that could also push prices higher.

With as many as 2,386 stores across Brazil and annual sales of about R$65bn ($41bn), expanded Pão de Açúcar would be by far Brazil’s biggest retailer, with about a third of the local market. In neighbourhoods such as Mrs Dias’s, it would be the only one.

“We need to become more competitive abroad but this is not the way you go about it,” said congressman Carlos Eduardo Cadoca. “The concentration of stores will be so big in Brazil that it will put off other retailers and hurt the consumer.”

Because of the peculiarities of Brazilian law, which dictate that mergers are approved only after they happen, Cade, the antitrust body, is powerless to intervene. While Brazil’s lower house is in the final stages of changing that legislation so that Cade must give prior approval to deals, the date when these rules must be implemented could still be indefinitely postponed, competition lawyers say.

“We need to seriously examine the role of BNDES in this deal,” said Mr Cadoca, who proposed the new antitrust legislation. “After all, it’s public money at stake, so it needs to be in the people’s interest.”

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